UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                                    WASHINGTON, D.C.  20549

                                           FORM 10-Q

(Mark One)

 X   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
- ---  ACT OF 1934

For the quarterly period ended September 30, 1995

                                              OR

___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

For the transition period from _________ to __________

Commission File Number  1-10581


                               BELMAC CORPORATION
             (Exact name of registrant as specified in its charter)


           FLORIDA                                      No. 59-1513162
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                          Identification No.)

4830 W. Kennedy Blvd., Suite 550, Tampa, FL                 33609
(Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code:       (813) 286-4401
                                                    ------------------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

YES   X               NO
     ---                  ---
The number of shares of the Registrant's common stock outstanding as of November
15, 1995 was 2,977,906,  as adjusted to give effect to the  one-for-ten  reverse
split effected on July 25, 1995.

                                                                               





                                      BELMAC CORPORATION

                      FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 1995

                                             INDEX

Part I. FINANCIAL INFORMATION                                       PAGE

        Item 1.  Consolidated Financial Statements:

                 Consolidated Balance Sheets as of September
                  30, 1995 (unaudited) and December 31, 1994          3

                 Consolidated Statements of Operations (unaudited)
                  for the three months ended September 30, 1995
                  and 1994, and the nine months  ended  September
                  30, 1995 and 1994                                   4

                 Consolidated Statement of Changes in Common
                  Stockholders' Equity (unaudited) for the
                  nine months ended September 30, 1995                5

                 Consolidated Statements of Cash Flows (unaudited)
                  for the nine months ended September 30, 1995
                  and 1994                                            6

                 Notes to Consolidated Financial Statements
                  (unaudited)                                         8


        Item 2.  Management's Discussion and Analysis of
                  Financial Condition and Results of Operations      11


Part II. OTHER INFORMATION                                           15


                                                                               
                                       -2-







                                      BELMAC CORPORATION
                                 CONSOLIDATED BALANCE SHEETS

                                          (Unaudited)
(In thousands except per share data)     September 30,             December 31,
                                             1995                      1994
                                        --------------            --------------

                                                                      
ASSETS

Current assets:
 Cash and cash equivalents                    $   580                   $ 1,321
 Investments available for sale                     1                       215
 Receivables                                    7,908                     7,609
 Inventories                                    1,290                     1,247
 Prepaid expenses and other                       361                       296
                                       --------------            --------------
  Total current assets                         10,140                    10,688
                                       --------------            --------------
Fixed assets, net                               4,012                     3,618
Drug licenses and related costs, net              965                       968
Other non-current assets, net                     983                     1,058
                                       --------------            --------------
                                              $16,100                   $16,332
                                       ==============            ==============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
 Accounts payable                              $5,435                    $5,374
 Accrued expenses                               2,144                     2,282
 Short term debt                                1,220                       724
 Deferred revenue                                  -                        380
                                       --------------            --------------
  Total current liabilities                     8,799                     8,760
                                       --------------            --------------
Non-current liabilities                           500                       336
                                       --------------            --------------

Commitments and Contingencies

Redeemable preferred stock, Series A,
 $1.00 par value,  authorized 2,000 shares,
 issued and outstanding, 70 shares              2,374                     2,256
                                       --------------            --------------
Common Stockholders' Equity:
 Common stock, $.02 par value, authorized
  5,000 shares, issued and outstanding,
  2,978 and 2,977                                  60                        60
 Stock purchase warrants (to purchase 574
  and 477 shares of common stock)
 Paid-in capital in excess of par value        68,597                    69,493
 Stock subscriptions receivable                  (105)                   (1,550)
 Accumulated deficit                          (63,467)                  (61,922)
 Cumulative foreign currency translation
  adjustment                                     (658)                   (1,101)
                                       --------------            --------------
                                                4,427                     4,980
                                       --------------            --------------
                                              $16,100                   $16,332
                                       ==============            ==============





           The accompanying Notes to Consolidated Financial Statements
               are an integral part of these financial statements.


                                                                               
                                       -3-








                               BELMAC CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                                       For the Three                         For the Nine
(In thousands except per share data)                   Months Ended                          Months Ended
                                                       September 30,                        September 30,
                                             ---------------------------------    ----------------------------------
                                                  1995               1994              1995                1994
                                             --------------     --------------    ---------------     --------------
                                                                                                   
Sales                                              $7,876             $6,239            $23,583            $19,676
Cost of sales                                       6,563              5,054             19,233             15,940
                                             --------------     --------------    ---------------     --------------

 Gross margin                                       1,313              1,185              4,350              3,736
                                             --------------     --------------    ---------------     --------------

Operating expenses:
  Selling, general and administrative               1,667              1,753              5,516              6,428
  Research and development                             94                190                341                608
  Depreciation and amortization                       140                123                408                377
                                             --------------     --------------    ---------------     --------------

   Total operating expenses                         1,901              2,066              6,265              7,413
                                             --------------     --------------    ---------------     --------------

Loss from operations                                 (588)              (881)            (1,915)            (3,677)

Other (income) expenses:
 Interest expense                                      89                 53                215                140
 Interest income                                        -                 (9)                (1)               (44)
 Other                                               (109)               (17)              (584)              (122)
                                             --------------     --------------    ---------------     --------------

Net loss                                            ($568)            ($ 908)           ($1,545)           ($3,651)
                                             ==============     ==============    ===============     ==============

Net loss per common share                          ($0.20)            ($0.39)            ($0.56)            ($1.67)
                                             ==============     ==============    ===============     ==============

Weighted average common shares outstanding          2,978              2,456              2,978              2,257
                                             ==============     ==============    ===============     ==============


           The accompanying Notes to Consolidated Financial Statements
               are an integral part of these financial statements.



                                                                               
                                       -4-







                                      BELMAC CORPORATION
               CONSOLIDATED STATEMENT OF CHANGES IN COMMON STOCKHOLDERS' EQUITY
                                             (Unaudited)


(In thousands except per share data)
                                                                   
                                   $.02 Par Value                  
                                    Common Stock                   
                            --------------------------     Additional
                                                            Paid-in        Accumulated     Other Equity
                                Shares         Amount       Capital        Deficit         Transactions       Total
                            -----------    -----------    -----------    -------------    -------------    -----------
                                                                                               
Balance at December 31, 1994    2,977            $60        $69,493        ($61,922)        ($ 2,651)         $4,980
Stock subscription received         -              -              -               -              562             562
Stock subscription                  -              -           (763)              -              883             120
 revaluation/adjustment
Common stock issued as
 compensation                       1              -              3               -                -               3
Accrual of dividends -
 preferred stock                    -              -           (118)              -                -            (118)
Miscellaneous                       -              -            (18)              -                -             (18)
Foreign currency translation
 adjustment                         -              -              -               -              443             443
Net loss                            -              -              -          (1,545)               -          (1,545)
                            -----------    -----------    -----------    -------------    -------------    -----------
Balance at September 30, 1995   2,978            $60        $68,597        ($63,467)           ($763)         $4,427
                            ===========    ===========    ===========    =============    =============    ===========



           The accompanying Notes to Consolidated Financial Statements
               are an integral part of these financial statements.


                                                                               
                                       -5-







                                         BELMAC CORPORATION
                                CONSOLIDATED STATEMENTS OF CASH FLOWS
                                             (Unaudited)

(In thousands)                                        For the Nine
                                                      Months Ended
                                                      September 30,
                                           -------------------------------------
                                             1995                      1994
                                         -------------             -------------


                                                                       
Cash flows from operating activities:
 Net loss                                     ($1,545)                  ($3,651)
Adjustments to reconcile net loss to
 net cash used in operating activities:
 Depreciation & amortization                      408                       377
 Gain on sale of Belmacina(R)trademark           (380)                        -
 Other non-cash items                             238                       120
 (Increase) decrease in assets and
  increase (decrease) in liabilities:
   Receivables                                   (647)                    1,361
   Inventories                                    (91)                     (698)
   Prepaid expenses                               (44)                     (114)
   Other assets                                    66                       210
   Accounts payable and accrued expenses         (427)                      386
                                             ---------                 ---------

Net cash used in operating activities          (2,422)                   (2,009)
                                             ---------                 ---------

 Cash flows from investing activities:
   Proceeds from sale of investments              214                       720
   Purchase of investments                          -                      (116)
   Net change in fixed assets                    (507)                        -
   Investment in partnership                      (13)                     (605)
   Proceeds from sale of Belmacina(R)             922                       778
   Repayment to Evans                               -                      (793)
                                             ---------                 ---------

Net cash provided by (used in)
 investing activities                             616                       (16)
                                             ---------                 ---------



           The accompanying Notes to Consolidated Financial Statements
               are an integral part of these financial statements.


                                                                               
                                       -6-







                                         BELMAC CORPORATION
                          CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                                             (Unaudited)


(In thousands)                                            For the Nine
                                                          Months Ended
                                                          September 30,
                                                --------------------------------
                                                 1995                       1994
                                                -----                      -----

                                                                       
Cash flows from financing activities:
 Net increase (decrease) in debt                 $444                     ($395)
 Proceeds from private placement of common stock    -                     2,903
 Offering costs of private placement              (56)                     (287)
 Collection of stock subscription receivable      562                       457
 Proceeds from conversion of stock warrants         -                        34
 Payments on capital leases                       (25)                      (55)
                                              -------                    -------

Net cash provided by financing activities         925                     2,657
                                              -------                    -------

Effect of exchange rate changes on cash           140                        (9)
                                              -------                    -------

Net (decrease) increase in cash
 and cash equivalents                            (741)                      623

Cash and cash equivalents at beginning
 of period                                      1,321                     1,552
                                              -------                    -------

Cash and cash equivalents at end
 of period                                       $580                    $2,175
                                              =======                    =======

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

The Registrant paid cash during the period
 for (in thousands):
                                Interest         $220                      $172
                                              =======                    =======
                                Taxes               -                      $  6
                                              =======                    =======
SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES

The Registrant has issued Common Stock to
 settle litigation and in exchange for
 services as follows (in thousands):

                                Shares issued       1                        77
                                              =======                    =======
                                Taxes            $  3                    $1,146
                                              =======                    =======





           The accompanying Notes to Consolidated Financial Statements
               are an integral part of these financial statements.



                                                                               
                                       -7-





                                         BELMAC CORPORATION
                             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                             (Unaudited)


BASIS OF CONSOLIDATED FINANCIAL STATEMENTS:

The consolidated  financial statements of Belmac Corporation (the "Registrant"),
at  September  30, 1995 and 1994,  included  herein,  have been  prepared by the
Registrant,  without  audit,  pursuant  to  the  rules  and  regulations  of the
Securities  and Exchange  Commission.  It is suggested  that these  consolidated
financial  statements  be read in  conjunction  with the summary of  significant
accounting policies and the audited consolidated  financial statements and notes
thereto  included in the  Registrant's  Annual  Report on Form 10-K for the year
ended December 31, 1994.

The consolidated financial statements include the accounts of the Registrant and
its wholly owned  subsidiaries:  Belmac  Healthcare  Corporation  and its wholly
owned  subsidiary  -  Belmac  Hygiene,   Inc.,   Belmac  Health  Corp.,   B.O.G.
International  Finance,  Inc.,  Belmac  Jamaica,  Ltd.,  Chimos/LBF S.A. and its
wholly owned subsidiary - Laboratorios  Belmac S.A., and Belmac  Holdings,  Inc.
and its wholly owned subsidiary - Belmac A.I., Inc. All significant intercompany
balances have been  eliminated  in  consolidation.  The  financial  position and
results of  operations of the  Registrant's  foreign  subsidiaries  are measured
using local  currency as the  functional  currency.  Assets and  liabilities  of
foreign subsidiaries are translated at the rate of exchange in effect at the end
of the period. Revenues and expenses are translated at the average exchange rate
for the period. Foreign currency translation gains and losses not impacting cash
flows are credited to or charged against Common  Stockholders'  Equity.  Foreign
currency  transaction  gains  and  losses  arising  from cash  transactions  are
credited to or charged against current earnings.

In the opinion of management,  the accompanying unaudited consolidated financial
statements at September 30, 1995 and 1994,  are presented on a basis  consistent
with the audited  consolidated  financial statements for the year ended December
31,  1994,  and contain all  adjustments,  consisting  only of normal  recurring
adjustments,  necessary to present fairly the Registrant's financial position as
of September 30, 1995,  and the results of its operations and its cash flows for
the nine months ended September 30, 1995 and 1994. The results of operations for
the nine months ended September 30, 1995 may not be indicative of the results to
be expected for the year.


                                                                               
                                       -8-





INVENTORIES:

Inventories are stated at the lower of cost or market,  cost being determined on
the first in, first out ("FIFO")  method and are  comprised of the following (in
thousands):





                                September 30,                  December 31,
                                     1995                          1994
                            ----------------------        ----------------------
                                                              
Raw Materials                        $217                          $149

Work in Process                         1                             3

Finished Goods                      1,072                         1,095
                            ----------------------        ----------------------
Total                              $1,290                        $1,247
                            ======================        ======================



STOCK SUBSCRIPTIONS RECEIVABLE:

Marc S. Ayers,  the  Registrant's  former  Chief  Financial  Officer,  exercised
options to  purchase  65,000  shares of the  Registrant's  Common  Stock in 1991
through the issuance of promissory notes  aggregating  $412,000,  which provided
for  interest  on the  outstanding  balance at the rate of 8.5% per  annum.  The
Registrant  accrued  interest  on such notes and  reflected  the  principal  and
interest  due as a stock  subscription  receivable  in the Common  Stockholders'
Equity section of the Consolidated  Balance  Sheets.   The  Registrant has fully
reserved for such  amounts as of September  30,  1995 as a result of litigation,
in  which  a  jury  returned  a  verdict,  which  although for the most part was
favorable to the Registrant, canceled the notes and related interest.


NET LOSS PER COMMON SHARE:

Primary  loss per  common  share is  computed  by  dividing  the net loss  (less
accretion of discount and accrued  dividends on redeemable  preferred  stock) by
the weighted  average number of shares of Common Stock  outstanding  during each
period. Common Stock equivalents were not included in the calculation of primary
loss per share as they were determined to be antidilutive.

The Registrant effected a one-for-ten reverse stock split of its Common Stock on
July 25, 1995 as a result of an amendment to its Articles of Incorporation which
was approved by the Stockholders at the Registrant's Annual Stockholders Meeting
held on June 9, 1995. The Registrant has retroactively  restated all information
with  respect to common  shares and earnings per common share as if such reverse
stock split had been effective for all periods presented.






                                                                               
                                       -9-





RECLASSIFICATIONS:

Certain prior period amounts have been  reclassified to conform with the current
period's  presentation format. These  reclassifications  are not material to the
consolidated financial statements.


SUBSEQUENT EVENT:

In  October  1995,  the  Registrant  completed  a  private  placement  of units,
resulting  in  gross  proceeds  of  $1,770,000  (net  proceeds  of approximately
$1,590,000,  after payment of commissions  and expenses).  The units include 12%
promissory  notes, which are due between July 31, 1996 and  September  30, 1996,
in the  aggregate principal amount of $1,770,000,  and 251,250 shares of  Common
Stock. Holders of promissory notes in the aggregate principal amount of $720,000
may, at their option, convert  the notes into an aggregate of 240,000 additional
shares of Common Stock.


                                                                               
                                      -10-





                                      BELMAC CORPORATION
                            MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                         FINANCIAL CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS:

THREE  MONTHS  ENDED  SEPTEMBER 30, 1995 VERSUS THREE MONTHS ENDED SEPTEMBER 30,
1994

The  Registrant  reported  revenues of $7,876,000  and a net loss of $568,000 or
$.20 per share  for the three  months  ended  September  30,  1995  compared  to
revenues of $6,239,000 and a net loss of $908,000 or $.39 per share for the same
period in the prior year.

The 26% increase in revenues is primarily  attributable  to an increase in sales
by the  Registrant's  French  subsidiary,  Chimos/LBF  S.A.,  which  distributes
specialty  pharmaceutical  products and fine chemicals in France.  Gross margins
for the quarter ended  September 30, 1995 averaged  16.7% compared with 19.0% in
the comparable  quarter of the prior year.  The lower margins  result  primarily
from a combination of (a) a charge of  approximately  $133,000 to cost of sales,
representing  an  increase  in the  Registrant's  reserves  for slow  moving  or
obsolete  inventory at the Registrant's  Spanish  subsidiary,  and (b) the lower
gross margins experienced by the Registrant's  distribution operations in France
(Chimos/LBF   S.A.),   which  sales  accounted  for  approximately  81%  of  the
Registrant's  consolidated  revenues. The lower gross margins experienced by the
Registrant in France were only  partially  offset in Spain,  where  Laboratorios
Belmac, S.A. is experiencing margins substantially higher than those in France.

Selling,  general and  administrative  expenses  were  $1,667,000  for the three
months ended  September 30, 1995  compared to $1,753,000  for the same period in
the prior year.  The 5%  decrease  is  primarily  attributable  to cost  control
measures  implemented by the Registrant.  The Registrant intends to continue its
efforts to control general and administrative  expenses as part of its austerity
program in its effort to reach and maintain profitability.

Research and  development  expenses were $94,000 for the quarter ended September
30, 1995  compared to  $190,000  for the same period of the prior year.  The 51%
decrease  reflects  the  results  of a  thorough  review  of  all  research  and
development  activities  and the  establishment  of  priorities  based upon both
technical and commercial  criteria.  During this period,  the Registrant did not
commence any new research and development  programs.  The Registrant  intends to
continue to carefully  manage its research and  development  expenditures in the
future in view of its limited resources.

Interest  expense was $89,000 for the quarter ended  September 30, 1995 compared
to $53,000  for the same  period of the prior year.  The 68%  increase  reflects
interest  cost on higher  average  outstanding  balances on  revolving  lines of
credit, which are used to finance working capital needs. Other income/expense of
$109,000 for the three months ended September 30, 1995 is primarily comprised of
income from the Registrant's contract  manufacturing  arrangements in Spain with
several pharmaceutical concerns.

                                                                               
                                      -11-






NINE MONTHS ENDED SEPTEMBER 30, 1995 VERSUS NINE MONTHS ENDED SEPTEMBER 30, 1994

The Registrant  reported revenues of $23,583,000 and a net loss of $1,545,000 or
$.56 per share for the nine months ended September 30, 1995 compared to revenues
of  $19,676,000  and a net loss of  $3,651,000  or $1.67  per share for the same
period in the prior year.

The 20% increase in revenues is primarily  attributable  to an increase in sales
by the  Registrant's  French  subsidiary,  Chimos/LBF  S.A.,  which  distributes
specialty  pharmaceutical  products and fine chemicals in France.  Gross margins
for the nine months ended  September  30, 1995  remained  consistent at 19% when
compared to the comparable period of the prior year, excluding the effect of the
$133,000 charge to cost of sales in the third quarter,  representing an increase
in the Registrant's reserves for slow moving or obsolete inventory in Spain. The
Registrant's  distribution  operations  in  France  (Chimos/LBF  S.A.)  generate
relatively low gross margins as opposed to the Registrant's  Spanish subsidiary,
Laboratorios Belmac S.A., which is experiencing substantially higher margins.

Selling, general and administrative expenses were $5,516,000 for the nine months
ended September 30, 1995 compared to $6,428,000 for the same period in the prior
year.  The 14%  decrease is  primarily  attributable  to cost  control  measures
implemented by the Registrant. The Registrant intends to continue its efforts to
control general and administrative  expenses as part of its austerity program in
its effort to reach and maintain profitability.

Research  and  development  expenses  were  $341,000  for the nine months  ended
September  30, 1995  compared to $608,000 for the same period of the prior year.
The 44% decrease  reflects the results of a thorough  review of all research and
development  activities  and the  establishment  of  priorities  based upon both
technical and commercial  criteria.  During this period,  the Registrant did not
commence any new research and development  programs.  The Registrant  intends to
continue to carefully  manage its research and  development  expenditures in the
future in view of its limited resources.

Interest  expense was  $215,000  for the nine months  ended  September  30, 1995
compared to $140,000  for the same  period of the prior year.  The 54%  increase
reflects interest cost on higher average outstanding balances on revolving lines
of credit, which are used to finance working capital needs. Other income/expense
of $584,000 for the nine months ended September 30, 1995 is primarily  comprised
of the $380,000  gain  recognized  upon the sale of the  Registrant's  Belmacina
trademark  in  Spain,  which  was  previously   reflected  in  the  Registrant's
consolidated  financial  statements as deferred revenue as of December 31, 1994.
The  Registrant  has  since  transferred  the  trademark  to the  purchaser  and
collected the balance of the related  receivable in the fourth  quarter of 1995.
Also  included,   is  income  from  the  Registrant's   contract   manufacturing
arrangements  with  several  pharmaceutical  concerns,  offset  by a charge  for
uncollectible  interest  receivable  originating  from  the  stock  subscription
receivable  from a  former  officer  of the  Registrant.  One-half  of the  loss
(approximately  $37,000) incurred by Maximed  Pharmaceuticals,  the Registrant's
partnership with Maximed  Corporation,  is also included in Other income/expense
in the nine months ended  September  30, 1995.  Although the  Registrant is in a
dispute with, and

                                                                               
                                      -12-





has  filed  an  action  against,   its  partner,  and  has  ceased  funding  the
partnership's  activities until such dispute is resolved,  appropriate operating
costs have been accrued and charged to  operations  during the nine months ended
September 30, 1995 (See "Item 1. Legal Proceedings").


LIQUIDITY AND CAPITAL RESOURCES:

Total assets  decreased from  $16,332,000 at December 31, 1994 to $16,100,000 at
September 30, 1995, while Common  Stockholders' Equity decreased from $4,980,000
at December 31, 1994 to $4,427,000 at September 30, 1995. The decrease in Common
Stockholders'   Equity  reflects   primarily  $562,000  received  from  a  stock
subscription  receivable  and  fluctuation  in the  exchange  rates of  European
currencies  compared  to the U. S.  Dollar,  offset by the loss  incurred by the
Registrant for the period.

The Registrant's  working capital decreased from $1,928,000 at December 31, 1994
to $1,341,000 at September 30, 1995.  Receivables  increased from  $7,609,000 at
December  31, 1994 to  $7,908,000  at  September  30, 1995 due to the  continued
growth in sales volume at the Registrant's French subsidiary, Chimos/LBF. During
the period, the Registrant  collected  approximately  $922,000 of the $1,140,000
receivable  due at  December  31,  1994  from  the  sale  of  its  ciprofloxacin
antibiotic,  Belmacina, in Spain.  Inventories remained relatively consistent at
September 30, 1995 when compared to balances at December 31, 1994.  The combined
total  of  accounts  payable  and  accrued  expenses  also  remained  relatively
unchanged  at September  30, 1995 as compared to December  31, 1994.  Short term
debt increased from $724,000 at December 31, 1994 to $1,220,000 at September 30,
1995 due to  higher  balances  on  revolving  lines of credit  used for  working
capital purposes (primarily the purchase of inventories in France).

Investing  activities,  including the collection of approximately  $922,000 from
the 1994 sale of Belmacina,  proceeds from the sale of investments available for
sale of  $214,000,  an  investment  in the  Registrant's  Spanish  manufacturing
facilities of approximately $507,000 and in the Belmac/Maximed  Partnership (see
Item 1. Legal Proceedings) of $13,000,  provided net cash of $616,000 during the
nine months ended September 30, 1995. Financing activities (primarily collection
of a stock  subscription  receivable  and proceeds  from  borrowings on lines of
credit)  provided net  proceeds of $925,000 for the nine months ended  September
30, 1995.  Operating  activities  for the nine months ended  September  30, 1995
required net cash of $2,422,000.

A  substantial  amount of the  Registrant's  business is conducted in France and
Spain and is therefore  influenced by the extent to which there are fluctuations
in the dollar's value against such countries' currencies.  The effect of foreign
currency  fluctuations  on long lived assets for the nine months ended September
30, 1995 was an increase of $443,000 and the cumulative  historical effect was a
decrease of $658,000  as  reflected  in the  Registrant's  Consolidated  Balance
Sheets in the "Liabilities and Stockholders' Equity" section.  Although exchange
rates fluctuated significantly in recent months, the Registrant does not believe
that the  effect  of the  foreign  currencies  fluctuation  is  material  to the
Registrant's results of operations. Accordingly, the Registrant does

                                                                               
                                      -13-





not  anticipate  altering  its business  plans and  practices to compensate  for
future currency fluctuations.

The  Registrant  continues  to  experience  negative  cash flows from  operating
activities,  and  completed  a private  placement  of its  securities  totalling
$1,770,000  (see   "Subsequent   Event"  in  Notes  to  Consolidated   Financial
Statements) during October 1995 in order to fund its operations.  The Registrant
may seek to enter into a partnership or other collaborative  funding arrangement
with  respect to future  clinical  trials.  The  Registrant  will likely need to
secure  additional  financing  during  1996 in  order  to  continue  to fund its
operating  activities  and  expects to arrange  for such  financing  through the
private  and/or public sale of  securities.  There can be no assurance  that the
Registrant  can secure such  financing  under  favorable  terms,  if at all. The
Registrant,  however, continues to explore alternative sources for financing its
business. In appropriate situations,  that will be strategically determined, the
Registrant  may  seek  financial   assistance  from  other  sources,   including
contribution  by others to joint ventures and other  collaborative  or licensing
arrangements  for the  development,  testing,  manufacturing  and  marketing  of
products  and the sale of a minority  interest  in, or certain of the assets of,
one or more of its subsidiaries.  Management expects that if it is successful in
completing the financing arrangements that it is actively pursuing, by carefully
prioritizing research and development  activities,  and continuing its austerity
program,  the Registrant  should have  sufficient  liquidity to fund  operations
through 1996.

                                                                               
                                      -14-





PART II.       OTHER INFORMATION

Item 1.        Legal Proceedings

Belmac  Hygiene,  Inc.  ("Hygiene"),  a subsidiary of the  Registrant,  filed an
action on December 9, 1994 in the United States  District Court for the Southern
District  of  New  York  against  Medstar,  Inc.   ("Medstar"),   Maximed,  Inc.
("Maximed") and Robert S. Cohen. The defendants are Hygiene's  partners (or such
partner's  control persons) in Belmac/Maximed  Partnership (the  "Partnership"),
which was formed for the  development  and  ultimate  sale of  Maximed's  intra-
vaginal  controlled  release  products.  The  action  seeks  (i) to  enjoin  the
defendants from  interfering with the management of the Partnership by Hygiene's
representatives,  and  (ii)  to  recover  damages  as a  result  of  defendants'
misrepresentations  and breach of warranty  in the  Partnership  agreement.  The
defendants  have filed a  counterclaim  against  Hygiene.  Medstar  also filed a
separate  action  on May 4, 1995 in the  United  States  District  Court for the
Southern  District of New York  against the  Registrant  alleging  that  Hygiene
failed to fund the  Partnership  and  seeking  $10,000,000  from the  Registrant
pursuant to its guaranty of Hygiene's obligations.  Management of the Registrant
views both Medstar's claim and the  counterclaim of Medstar,  Maximed and Robert
S. Cohen to be frivolous  and entirely  without  merit and intends to vigorously
pursue the  Registrant's  claims  and to defend  both  Medstar's  action and the
counterclaim.  The  issues  were tried  without a jury on August 21 through  23,
1995.   Thereafter,   post-trial  briefs  and  proposed  findings  of  fact  and
conclusions of law were  submitted,  and argument was heard on October 25, 1995.
However, a decision has not yet been rendered.

Item 6. Exhibits and Reports on Form 8-K

          (a)                      Exhibits: 

                                   None.

          (b)                      Reports on Form 8-K filed during the quarter
                                   ended September 30, 1995:

                                   None.

                                   The  Registrant has  not filed any reports on
                                   Form  8-K subsequent  to September  30, 1995.

All  other  items  required  in Part II have  been  previously  filed or are not
applicable for the quarter ended September 30, 1995.


                                                                               
                                      -15-




                                          SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                    BELMAC CORPORATION
                                    Registrant



November 17, 1995            By:    /s/ James R. Murphy
                                    -------------------
                                    James R. Murphy
                                    Chairman of the Board, President
                                    and Chief Executive Officer
                                    (principal executive officer)



November 17, 1995            By:    /s/ Michael D. Price
                                    --------------------
                                    Michael D. Price
                                    Vice President, Chief Financial Officer,
                                    Treasurer and Secretary (principal financial
                                    and accounting officer)